You must be very fine to stand in line at that superhot roller disco, Studio 69. Pimp hats should be cocked to one side, platform heels strapped on, and some type of protection is encouraged.

Hearing protection. For the next scene of hot girl-girl action. In the form of gunplay. You can get earplugs from the same woman who’s wandering around the set with a pair of ridiculously huge falsies. Teeth, that is. Of the grotesque Austin Powers variety. Seems there’s a question as to whether the International Man of Mystery is straight in the ’70s. Dentally speaking.

The late-night shoot will just about wrap Austin Powers in Goldmember, which finds the anachronistic ’60s swinger boogying back to disco’s golden age to combat a new nemesis, Goldmember. Star Mike Myers has a simple task this evening: Retreat from the nightclub owned by the lascivious sun-worshiping Dutchman under faux fire from three hench-hotties. Hop in his time-traveling purple pimpmobile with scrumptious secret agent Foxxy Cleopatra, played by Destiny’s Child’s Beyonce Knowles. Drive off.

Sound easy? Maybe not — Goldmember must rise to the occasion. After all, its 1999 predecessor, The Spy Who Shagged Me, grossed a rousing $205 meeeellion. In fact, the film made as much money its opening weekend as the 1997 original did in its entire theatrical run. For No. 3, Myers and director Jay Roach are on a mission to outdo themselves again. “We felt Austin Powers 1 was a TV experience, The Spy Who Shagged Me was the film version of the TV experience, and that we wanted to make the Godfather II of broad comedy sequels in Goldmember,” Myers says. To get there, the new movie features a multiplatinum Grammy-winning diva and a guy who’s scored with Oscar twice (Michael Caine, as Austin’s spy dad, Nigel), a complete set of returning cast members, homages to movies as diverse as Roller Boogie and Chaplin’s Modern Times, and cameos from the likes of Tom Cruise, Gwyneth Paltrow, and Britney Spears. Sizewise, Goldmember will be an eyebrow-raising third leg.

Big doings for a film with such humble origins. In 1997, Austin Powers: International Man of Mystery introduced Myers’ brainchild, a bawdy British secret agent cryogenically frozen in the ’60s — and thawed out in our not-so-swinging era. The movie grossed just $54 million, a sum that doesn’t usually send the suits screaming for a sequel. But when it became a video phenomenon (it was one of Billboard’s top sellers in 1998), the corridors of Powers flung open: Myers shot back onto the A list, director Jay Roach became a must-have helmer, and suddenly everyone was uttering bons mots like “oh, behave,” “shagadelic,” and “There really is nothing like a shorn scrotum. It’s breathtaking.” The sequel’s $310 million worldwide take made it, at the time, the biggest grosser in the history of New Line Cinema (owned, as is EW, by AOL Time Warner).

Three years later, the studio could use another good box office romp. Following New Line’s significant 2001 downsizing, The Lord of the Rings and Austin Powers remain its primary cash cows. “I prefer to call them structural steel,” says production president Toby Emmerich. “Because I’m counting on them.” Myers believes Goldmember will deliver: “We pledged that it would be better than the second one, in the way that the second one, in our opinion, was better than the first.”

A confident statement, and indeed, the center of this swinging multimillion-dollar empire seems preternaturally calm one afternoon just a month before the movie’s July 26 opening. Sipping bottled water at a picnic table on Goldmember‘s film lot in Los Angeles, Myers, in fact, looks downright ordinary for a guy who plays horny superspies and obese bagpipers. But it’s these characters who have given the Canadian comic his industry schwing. After all, when Myers starred in the original Austin Powers, he was a guy with a defunct film series (Wayne’s World, which started strong but faded by the sequel) who hadn’t made a movie since 1993. How things have changed: Goldmember earned the actor-writer $25 million against 21 percent of the gross — not bad for someone who has released just eight films since joining the cast of Saturday Night Live in 1989.

Goldmember doesn’t just give Myers, 39, a plumper wallet. In turns characterized by those he’s worked with as generous and difficult, a genius and a control freak, Myers has a rep that could use polishing — and what gives a nicer glow than another blockbuster? Of course, some dismiss the reports of on-set strife as simply part of the business. “There’s always something you can say about somebody that’s negative,” says Roach. Still the issues have remained a constant white noise in the background of Myers’ career. Director Penelope Spheeris says that Myers was demanding and stressed on the set of 1992’s Wayne’s World, although she believes his perfectionist streak ultimately improved the film. “[Comedians] can be quirky and particular and they fixate on things,” she says. “As a director, I don’t like to put up with it when the guy doesn’t come up with the goods. Obviously Mike comes up with the goods, so you put up with it.” Myers says his first big-screen outing taught him that a lot of jokes need tweaking: You don’t know if they’re going to work until you try them out. “It’s kind of like some hockey teams,” he says. “Great on paper, s— on ice.”

Myers wasn’t overjoyed with the script for 1993’s Wayne’s World 2: The screenplay he jammed out with Bonnie and Terry Turner (who also collaborated on the first film) was a second choice. His original story was based on the 1949 British comedy Passport to Pimlico — and had Wayne lording over his own country — but due to a management change at Paramount, the rights weren’t secured in time. Director Stephen Surjik says Myers was “a stand-up guy” throughout the rushed rewrites and filming, although he acknowledges not everyone should direct the star. “It’s the Mike Myers show because it’s his vision,” Surjik says. “And people have trouble with that…. If you’re not into it, maybe you should be doing something else.” While WW2 didn’t earn even half the original’s $122 million, Myers says the experience made the second coming of Austin Powers all the more potent. “I’m grateful for all the mistakes on Wayne’s World 2 — for what it meant to The Spy Who Shagged Me,” he explains. “But I was hesitant…and I was right. And that’s important to know–that those instincts that [a sequel] has to be much better than the previous offerings were absolutely correct.”

In addition to WW2‘s poor reception, Myers suffered another blow in 1993: the failure of So I Married an Axe Murderer, a movie whose title Myers disliked, with a script (by Robbie Fox) he reworked but still didn’t love. By Myers’ account, it was a dark period. “I didn’t know anything about playing that part,” he says of paranoid lover Charlie Mackenzie. “I only know slightly more now. My father [had] just died [of complications from Alzheimer’s]…. My heart was broken. That was the main focus of my life. He couldn’t see any of [my work]. I feel he sees it now, of course. I’ve come to a more philosophical–I’ll use the S-word–a spiritual place about it.”

Still, Myers’ biggest creative clash came over Sprockets, the comedy intended to launch his turtlenecked Teutonic SNL character Dieter onto the big screen. Once again, the script was at issue: In May 2000 Myers announced that the screenplay that would have helped earn him a $21.5 million payday just wasn’t ready, and refused to move forward.

Myers maintains he simply needed two more months’ writing time. But Universal (banking on Sprockets as its summer 2001 tentpole) and producer Imagine Entertainment saw it as a breach of contract. Soon suits were flying — Universal filed for around $4 million to recoup preproduction costs; the Imagine suit demanded $30 million and called Myers “egomaniacal” and “selfish.” Myers countersued for $20 million for fraud, intentional infliction of emotional distress, and defamation (among other charges); his suit accused Universal of placing “shortsightedness and greed above artistic integrity.” “I couldn’t do a movie that wasn’t ready, and if I had to do it all over again I would,” he says. “There was a day there when it was uncomfortable, and then it got really funny because we’re talking about a silly movie about a guy who wears tights.” A settlement was reached, with the star agreeing to do a yet-to-be-named film in Sprockets‘ place. Myers says he remained unfazed by the nasty legal wrangling. “I play hockey,” he says. “I don’t think my mom actually did the things with Marines that the other teams said that my mom did.”

His stance earned defenders. “You have to serve your art,” says Seth Green, returning as Scott Evil in Goldmember. “People [were] mad at Mike Myers because he didn’t want to make a crappy movie. He has too much respect for the audience and too much respect for himself to sell out.”

What does Myers have to say about his rep? That he doesn’t read too much into what people say — or write — about him. “There’s a big s— stick out there, and everyone gets hit with it and that’s the game,” he says. “You gotta have a detachment from mythology — you become Paul Bunyanized… I evidently only eat salmon and I have a morbid fear of tunnels. So you know, I have a big ox named Blue.”

There’s apparently something different about Austin; reports from the Powers sets have always tended toward the sunny. Credit the cheer in part to director Roach’s actor-friendly approach (this is a guy, after all, who’s also given notes to Russell Crowe and Robert De Niro). “He loves comedy and he loves to laugh,” Myers says. “And he never forgets to laugh at a funny take.” Roach believes performers dig him because he frets over every detail. “I respect what actors do. I think people underestimate how humiliating it can be when it goes wrong,” he says. “I think [actors] know I worry as much as they do.”

Another reason for the good vibrations may be that Powers came from a loving place: The first film was, in part, a valentine to Myers’ Liverpudlian father, Eric, a proud goofball who was fond of Peter Sellers and James Bond. “My dad always thought that silly is our natural state,” he says. The guy playing Austin’s pop is another tribute to Myers père: “My dad adored, worshiped, Michael Caine. And there’s sadness on the first day of shooting that you-know-who can’t come and see it.”

Caine had actually played a role in the series already. The idea for Austin’s oversized specs came from the Brit star’s ’60s spy Harry Palmer (from such films as The Ipcress File and Funeral in Berlin). “We were always inspired by his vibe,” Roach says. “We were trying to make it feel that it was inevitable the third Austin Powers [would] be about the father who was always there in the background, even though you’ve never heard of him.”

Knowles’ Foxxy Cleopatra is, of course, strutting along in blaxploitation star Pam Grier’s footsteps. “I watched all of [her films] I could get my hands on,” says Knowles, 20, who’s making her big-screen debut. “I liked the attitude — sexy and smart.” More importantly, she understood the attitude, much to the relief of the creative team, who’d auditioned other singers and seasoned actresses, to no avail. “A lot of people just put on a fake silly Afro and were completely contemporary while they read,” says producer John Lyons. “She just got it.” Knowles’ own view of her Foxxy-ness hit closer to home: “I had the wig and the makeup and the clothes and I looked like my mother in the ’70s.”

The third big addition is Goldmember himself — whom Myers plays (along with Austin, would-be world dominator Dr. Evil, and husky hornblower Fat Bastard). “There’s a type of European swinger who has sun damage, wears a banana hammock — you see everything, it’s hard to look at,” Myers explains. “That’s always made me laugh, and it seems to have peaked in the ’70s: the Euroswinger. A bit of [SNL‘s] Czech brothers, too — one of my favorites: awesome, awesome, genius, awesome, genius.”

The same sentiment may be applied to the Myers-Roach collaboration — and it’s a long-standing one, considering the two were friends before those velvet suits were ever crushed. The two started as filmgoing buddies, bonding over Monty Python, Woody Allen, and WWII arcana. (Wives Robin Ruzan and the Bangles’ Susanna Hoffs, respectively, are also friends.) When Myers asked for his pal’s opinion on the first Powers script, Roach, whose sole feature directorial credit was on the obscure 1990 comedy Zoo Radio, issued 10 pages of typewritten notes — and got Myers’ vote as director: “Jay is my favorite kind of guy, which is a nerdly, studious, silly person.”

Odd to picture Winston Churchill debated by two guys who, with cowriter Michael McCullers, gave us Ivana Humpalot, a laser-molesting Mini-Me, and jokes about poo. But Myers and Roach discuss their silliness with Big Picture seriousness. “Every time we do anything, Jay is beautifully, wonderfully, smartly aware of us in history,” Myers says. “In the history of broad comedy.”

“[Mike] can recombine all these influences from pop culture and his own life into some new crazy fiesta, some color, music, dance, comedy fiesta that becomes a whole culture,” Roach says. “It’s like its own mythology.”

This fall, Myers will take a crack at a new mythology when he gets back in business with Universal and Imagine for Dr. Seuss’ The Cat in the Hat, to be directed by Bo Welch, Men in Black II‘s production designer and the original choice to helm Sprockets. Myers maintains the movie is not a make-good. “The universe provides, it’s amazing,” he says. “Playing the Cat would have been something I would have sought, and proof of how quickly it all got understood is how quickly they came to me with the Cat — that’s the grace move.”

Other non-Austin ventures await: Myers can be seen in next year’s flight-attendant comedy A View From the Top, starring Gwyneth Paltrow. And when the script’s ready, he’ll bring back his Scottish burr for the sequel to Shrek (for which he’ll earn $10 million for a few days’ work). There’s one franchise, however, that will roll without him: Myers turned down MGM’s new Pink Panther series (Chris Tucker is now considering the role). “Austin Powers is a bumbling spy and Clouseau is a bumbling detective and I felt there was a bumbling bump,” he says. “But I was beyond honored to be offered that.”

Someday Myers may even pop up in another drama. He earned good reviews as nightclub owner Steve Rubell in 54, and there’s buzz he may do a biopic of Who drummer Keith Moon. Wayne’s World‘s Spheeris says she’d work with Myers again. “Mike is a unique animal, and thank God,” she says. “When I saw Austin Powers, I forgave Mike for everything. He’s a genius, and you have to forgive him.”

In short, he’s willing to work hard for the laughs. Listening to Myers speak about his creative process gives some insight into the perfectionism that has caused him so much grief. “When what you’re doing doesn’t have that nice tingly feeling like when you hear a great Beatles song and you go, That’s just awesome, if it doesn’t have that, you’ve got to have the discipline to go back and — with silliness — deconstruct how it might get better,” he says.

Back on set, he and Knowles successfully duck the fake flying bullets, hop in their pimpmobile, and lurch off into the night, or at least off camera. Then Myers gets out, elaborately unbunches a wedgie, and gets ready to roll once more.

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